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When we bought our house last year I was paranoid about this too! Our bank actually suggested using wire transfers instead of cashier's checks to avoid any holds or delays. The wire fee was like $25 but totally worth avoiding the stress of wondering if the money would clear in time!
As someone who just went through this exact scenario a few months ago, I can confirm it's really not a big deal from a tax perspective. We consolidated about $50k from my spouse's account into mine for our down payment and closing costs. No issues whatsoever with the IRS. The key thing is just keeping good records. I made sure to save copies of the transfer confirmation, both bank statements showing the money moving, and our closing documents. Having that paper trail made me feel much more confident about the whole thing. One tip though - give yourself a buffer of at least 2-3 business days between the deposit and when you need the cashier's check, just in case there are any unexpected holds on the funds. Better safe than sorry when it comes to closing day timing!
Have you looked into treating this as a return of capital under Section 301(c)(2) rather than a dividend? If the C-Corp has sufficient E&P to cover the distribution, that's problematic, but if not, you might be able to treat at least part of it as a return of capital up to the shareholder's basis. Also, consider whether the franchise sale could qualify as a sale of a separate business segment under Section 302(e)(2), which would support partial liquidation treatment even without explicit documentation.
We've considered the return of capital approach, but unfortunately the company has substantial E&P that would cover the distribution amount. I like your suggestion about Section 302(e)(2) though. The franchise locations operated as separate business segments with their own management and financial statements. Do you think we could argue this meets the "not essentially equivalent to a dividend" test under 302(b)(1) given the meaningful contraction of the business operations? The corporation went from two operating locations to one, which seems substantial.
The separate business segment approach under 302(e)(2) would be your strongest argument. Since you had two distinct franchise locations and one was completely sold off, this represents a genuine contraction of the business rather than just a distribution of earnings. For the "not essentially equivalent to a dividend" test under 302(b)(1), you're in a tougher position since this is a sole shareholder situation. The test typically looks at whether there was a meaningful reduction in the shareholder's proportionate interest in the corporation, which doesn't happen with a 100% shareholder. However, courts have occasionally looked at other factors in sole shareholder cases, including business purpose and whether there was a genuine contraction. I'd recommend documenting the business reasons for the sale (separate from tax considerations) and showing how the operations contracted. Even without formal documentation at the time, you might be able to establish partial liquidation treatment based on the actual substance of what occurred.
This is a complex situation that requires careful analysis of multiple code sections. Given that the C-Corp already paid tax on the gain but the shareholder received the proceeds directly, you're essentially dealing with a constructive dividend unless you can successfully argue for different treatment. Your best path forward is likely the partial liquidation argument under Section 302(b)(4) combined with 302(e)(2). The key factors working in your favor are: 1) genuine contraction of business operations (50% reduction from two locations to one), 2) complete termination of one business segment, and 3) the distribution was directly attributable to the business contraction. The lack of formal documentation is problematic but not necessarily fatal. Rev. Rul. 75-223 and several Tax Court cases have recognized partial liquidations based on substance over form when there's clear evidence of business contraction. Document everything you can about the business reasons for the sale and consider preparing a detailed memorandum establishing the facts and legal basis for partial liquidation treatment. One additional consideration: make sure to calculate whether the shareholder has sufficient basis to absorb the distribution. If the basis exceeds the distribution amount, the entire amount could be treated as a return of capital under a successful partial liquidation argument. You might also want to consider filing a protective election or amended return with alternative treatments to preserve your options if the IRS challenges the characterization.
FYI - NJ announced they're taking longer this year due to increased fraud prevention measures. Their official statement says most refunds will take 4-6 weeks minimum, even for simple returns with no issues. They're manually reviewing more returns than in previous years.
Just wanted to add that I'm seeing the same thing with my NJ return filed around the same time as yours. The "no information available" status is really frustrating when you're waiting for your refund. I've been checking daily but trying to be patient since everyone here is saying 4-6 weeks is normal now. At least it's good to know we're not alone in this - seems like NJ is just really backed up this year with all the fraud prevention measures they mentioned.
I had this EXACT same issue with E*TRADE last year. Different plan numbers for traditional and Roth Solo 401k components. When I filed my taxes, it got flagged for review because it looked like I had two separate plans with different contribution limits. Took 3 months to sort out with the IRS. Had to provide all the plan docs showing it was actually supposed to be one plan. Get this fixed ASAP before tax time comes around - you don't want the headache I dealt with.
Thanks for sharing this! Did you end up getting any penalties from the IRS for having the wrong plan setup? Or was it just a lot of paperwork to fix it?
This is a really important issue that more solo business owners need to be aware of. I went through something similar with my Solo 401k setup at Schwab. The key thing to understand is that the IRS treats a Solo 401k as a single plan regardless of whether you have traditional and Roth components. What you've described - having different plan numbers and names - essentially creates the appearance of two separate plans in the eyes of the IRS. This can cause several problems: 1. Contribution limit confusion - you might accidentally exceed the annual limits if the system treats them as separate plans 2. Required Minimum Distribution (RMD) calculations get complicated when you reach that age 3. Form 5500 filing requirements become unclear if your assets grow The good news is this is fixable. Call E*TRADE's retirement plan department (not regular customer service) and explain that you need to consolidate your Solo 401k traditional and Roth components under a single plan number and name. They should be able to process a plan amendment to correct this. Don't wait on this - it's much easier to fix now than after you've made contributions and have multiple years of statements with inconsistent plan information.
Beatrice Marshall
Just wanted to point out something about the service plan - if you started your business in January but didn't get the phone until July, were you using a different phone for business from Jan-July? If so, don't forget to include the business portion of those expenses too! Many people miss out on legitimate deductions by forgetting about partial year expenses on old devices.
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Melina Haruko
โขGood reminder! I made this exact mistake last year and had to file an amended return to claim about $300 in missed deductions from using my personal phone for business before upgrading.
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Caleb Stone
Great question! I went through this exact same situation last year with my consulting business. You're on the right track with your calculation - since you're financing the phone, you can only deduct the business portion of what you've actually paid during the tax year. So yes, $129 x 6 months x 0.8 = $619.20 for the phone payments is correct. Don't forget to also calculate your service plan deductions: $95 x 6 months x 0.8 = $456 (assuming you got the service plan when you got the phone in July). One tip that helped me a lot - keep a simple log for a couple weeks showing your business vs personal usage to justify that 80% figure. Screenshot your recent calls, texts, and app usage if possible. The IRS likes to see documentation backing up your business use percentage claims. Also, make sure you're consistent with how you categorize this expense each year on your Schedule C. Most people put it under "Utilities" but "Other expenses" works too - just pick one and stick with it.
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